EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 9th, 1998 • Marketing Services Group Inc • Services-business services, nec • New York
Right to Purchase ________ Shares of Common Stock, par value $.01 per share STOCK PURCHASE WARRANT THIS CERTIFIES THAT, for value received,_______________________ or its registered assigns, is entitled to purchase from MSGI Security Solutions, Inc. a...Msgi Security Solutions, Inc • July 7th, 2006 • Services-business services, nec • New York
2,100,000 Shares(1) ALL-COMM MEDIA CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 1997 • All-Comm Media Corp • Services-business services, nec • New York
Exhibit 10.15 AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") effective as of the 1st day of July 1997, by and among MARKETING SERVICES GROUP, INC., a Nevada corporation ("MSGI" or the "Purchaser"); PII MERGER CORP., a New York corporation and...Agreement and Plan of Merger • September 29th, 1997 • Marketing Services Group Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 21, 2007, between MSGI Security Solutions, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 30th day of November, 2002, by and among AUTOMATION RESEARCH, INC., an Ohio corporation, ("ARI") and MKTG SERVICES, INC., a Nevada corporation...Asset Purchase Agreement • December 26th, 2002 • MKTG Services Inc • Services-business services, nec • Ohio
Exhibit 10.3 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of December 13, 2006, by and among MSGI Security Solutions, Inc., a Nevada corporation ("Company"), the subsidiaries of the Company listed on the signature pages hereto,...Security Agreement • December 18th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
Exhbit 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER...Msgi Security Solutions, Inc • December 18th, 2006 • Services-business services, nec • New York
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 18, 2000, by and among MARKETING SERVICES GROUP, INC., a Nevada corporation, with its headquarters located at 333 Seventh Avenue, 20th...Registration Rights Agreement • February 29th, 2000 • Marketing Services Group Inc • Services-business services, nec • Delaware
BETWEENExchange Agreement • January 10th, 2003 • MKTG Services Inc • Services-business services, nec • New York
45 - PHL_A 1339291 v 6 G. Contemporaneous with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, in the form attached hereto as Exhibit "C" (the "Registration Rights...Securities Purchase Agreement • February 29th, 2000 • Marketing Services Group Inc • Services-business services, nec • Delaware
EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is being made as of the 1st day of January 2000 between MARKETING SERVICES GROUP, INC., a Nevada corporation (the "Company"), having its principal offices at 333 Seventh Avenue, New York, New York...Employment Agreement • October 13th, 2000 • Marketing Services Group Inc • Services-business services, nec • New York
BETWEENStock Purchase Agreement • March 24th, 1999 • Marketing Services Group Inc • Services-business services, nec • Massachusetts
COMMON STOCK PURCHASE WARRANT MSGI SECURITY SOLUTIONS, INC.Msgi Security Solutions, Inc • May 24th, 2007 • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MSGI Security Solutions, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INVESTMENT AGREEMENT AGREEMENT (this "Agreement"), made and entered into as of the ____ day of August 2004, by and between MEDIA SERVICES GROUP, INC., a Nevada corporation ("MSGI"), and Bryan M. Parola ("Parola"), Mark N. Clemente ("Clemente"),...Investment Agreement • September 2nd, 2004 • Media Service Group Inc • Services-business services, nec • New York
2.1 LINE OF CREDIT. The original, executed Note; -------------- 2.2 TERM LOAN. The original, executed Term Note; ---------Loan Agreement • February 19th, 1997 • All-Comm Media Corp • Services-business services, nec • California
EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of the 1st day of July, 1996 but shall be deemed to have become effective on July 1, 1995 by and between All-Comm Media Corporation, a Nevada corporation (the "Company"), and William...Employment Agreement • October 17th, 1996 • All-Comm Media Corp • Services-business services, nec • California
CREDIT AGREEMENT dated as of March 22, 2000Credit Agreement • May 16th, 2000 • Marketing Services Group Inc • Services-business services, nec • New York
ANDAgreement and Plan of Merger • July 19th, 1999 • Marketing Services Group Inc • Services-business services, nec • New York
December 13, 2006 AJW Partners, LLC AJW Offshore, Ltd. AJW Qualified Partners, LLC New Millennium Capital Partners II, LLC 1044 Northern Boulevard Suite 302 Roslyn, New York 11576 Re: MSGI Security Solutions, Inc. (the "Company") Ladies and Gentlemen:...Msgi Security Solutions, Inc • December 18th, 2006 • Services-business services, nec
1 Exhibit 10.3 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT Amendment No. 1 to the Registration Rights Agreement referred to below, dated as of October 9, 1996 ("Amendment No. 1"), among All-Comm Media Corporation, a Nevada corporation (the...Registration Rights Agreement • November 14th, 1996 • All-Comm Media Corp • Services-business services, nec
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of July __, 2005, by and among MSGI Security Solutions, Inc., a Nevada corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees and...Security Agreement • July 19th, 2005 • Msgi Security Solutions, Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2007 • Msgi Security Solutions, Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 21, 2007 between MSGI Security Solutions, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December 13, 2006, by and among MSGI Security Solutions, Inc., a Nevada corporation with its headquarters located at 575 Madison Avenue, New York,...Registration Rights Agreement • December 18th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
8% SECURED CONVERTIBLE DEBENTURE DUE MAY ___, 2010Msgi Security Solutions, Inc • May 24th, 2007 • Services-business services, nec • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of MSGI Security Solutions, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 575 Madison Ave., 10th Fl., New York, NY 10022, designated as its 8% Secured Convertible Debenture due May ___, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2008 • Msgi Security Solutions, Inc • Electronic components & accessories • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 4, 2008, by and among MSGI Security Solutions, Inc., a Nevada corporation, with headquarters located at 575 Madison Avenue, New York, New York 10022 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December 13, 2006, by and among MSGI Security Solutions, Inc., a Nevada corporation, with headquarters located at 575 Madison Avenue, New York,...Securities Purchase Agreement • December 18th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is being made as of this 22nd day of March 2000 among GRIZZARD ADVERTISING INCORPORATED, a Texas corporation ("Grizzard"), having its principal offices at 229 Peachtree Street, N.E., Suite 900,...Employment Agreement • October 13th, 2000 • Marketing Services Group Inc • Services-business services, nec • New York
VOTING AGREEMENTVoting Agreement • August 13th, 1999 • Marketing Services Group Inc • Services-business services, nec
SECURITY AGREEMENTSecurity Agreement • August 27th, 2008 • Msgi Security Solutions, Inc • Electronic components & accessories • New York
This SECURITY AGREEMENT, dated as of August __, 2008 (this “Agreement”), is among MSGI Security Solutions, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Convertible Debentures due May 21, 2010 and issued on August __, 2008, in the original aggregate principal amount of $4,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
2,100,000 Shares(1) ALL-COMM MEDIA CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 1997 • All-Comm Media Corp • Services-business services, nec • New York
Exhibit 10.4 INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of December 13, 2006, by and among MSGI Security Solutions, Inc., a Nevada corporation (the "Company"), the subsidiaries of the...Intellectual Property Security Agreement • December 18th, 2006 • Msgi Security Solutions, Inc • Services-business services, nec • New York
BETWEENStandstill Agreement • February 25th, 2002 • Marketing Services Group Inc • Services-business services, nec • Delaware
ContractMsgi Security Solutions, Inc • April 12th, 2007 • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 5, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, REASONABLY ACCEPTABLE TO THE COMPANY’S COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is being made as of the 30th day of June 2000 between MARKETING SERVICES GROUP, INC., a Nevada corporation (the "Company"), having its principal offices at 333 Seventh Avenue, New York, New York...Employment Agreement • October 13th, 2000 • Marketing Services Group Inc • Services-business services, nec • New York
